Exhibit 10.27
AMENDED AND RESTATED
CONTRIBUTION AND SALE AGREEMENT*
between
WILLIS LEASE FINANCE CORPORATION,
and
WILLIS ENGINE FUNDING LLC
Dated as of
December 13, 2002
* Portions of the material in this Exhibit have been redacted pursuant to a request for confidential
treatment, and the redacted material has been filed separately with the Securities and Exchange Commission (the
“Commission”). An asterisk has been placed in the precise places in this Agreement where we have redacted
information, and the asterisk is keyed to a legend which states that the material has been omitted pursuant to a
request for confidential treatment.
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
Section 1.01.Definitions.
ARTICLE II TRANSFER OF ENGINES AND BENEFICIAL INTERESTS
Section 2.01.Transfer of Initial Contributed Assets.
Section 2.02.Conveyance and Reconveyance of Engines and Related Assets after the Initial Transfer Date.
Section 2.03.Required Financing Statements; Marking of Records.
Section 2.04.Servicing of Contributed Assets.
Section 2.05.Security Agreement.
Section 2.06.Additional Capital Contributions.
Section 2.07.Contributed Engine Requirements.
TABLE OF CONTENTS
i
ARTICLE I DEFINITIONS
Section 1.01.Definitions.
ARTICLE II TRANSFER OF ENGINES AND BENEFICIAL INTERESTS
Section 2.01.Transfer of Initial Contributed Assets.
Section 2.02.Conveyance and Reconveyance of Engines and Related Assets after the Initial Transfer Date.
Section 2.03.Required Financing Statements; Marking of Records.
Section 2.04.Servicing of Contributed Assets.
Section 2.05.Security Agreement.
Section 2.06.Additional Capital Contributions.
Section 2.07.Contributed Engine Requirements.
ARTICLE III REPRE